Exhibit 3(f)
By-Laws
of
Entergy New Orleans, Inc.
As of October 5, 1998
Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other
business as shall properly come before such meeting shall be
held in May of each year on a date and at a time and place to
be fixed by the Board of Directors of the Company at least
thirty (30) days before the date of such meeting so fixed.
Section 2. Special meetings of the stockholders of the
Corporation may be held upon the call of the President, the
Board of Directors or of the stockholders holding one-fifth
of the outstanding Common Stock, at the office of the Company
in the State of Louisiana. Such call shall state the
purpose, place and time of the meeting.
Section 3. Notice of the time, place and purpose of
every meeting of stockholders shall be mailed by the
Secretary or the officer performing his duties, at least
fifteen (15) days before the meeting, to each stockholder
entitled to vote in accordance with Section 5 hereof, at his
last known post office address, provided, however, that if
the stockholder be present at a meeting, or in writing waive
notice thereof before or after the meeting, notice of the
meeting to such stockholder is unnecessary.
Section 4. The holders of forty per centum (40%) of the
stock of the Corporation entitled to vote, present in person
or by proxy, shall constitute a quorum, but less than a
quorum shall have power to adjourn.
Section 5. At all meetings of stockholders each common
stockholder shall be entitled to one vote for each share of
stock held by him and may vote and otherwise act in person or
by proxy, but no proxy shall be voted more than eleven (11)
months after its date.
Section 6. At least two (2) days before each election by
the stockholders a full list of stockholders entitled to vote
at the election, arranged in alphabetical order with the
residence of each and the number of shares held by each,
shall be prepared by the Secretary or officer designated by
the Board of Directors and filed in the principal office of
the Corporation, which shall at all times during the usual
hours of business, for said two (2) days and during the
election, be open to the examination of any stockholder.
Section 7. Certificates of stock shall be of such form
and device as the Board of Directors may elect, and shall be
signed by, or bear the facsimile signatures of, the President
or Vice-President, and either the Secretary or Assistant
Secretary, or the Treasurer or Assistant Treasurer.
Section 8. The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by
the holders in person or by attorney on the surrender of the
certificates therefor. The Board of Directors may appoint one
or more transfer agents and registrars of the stock. The
books for the transfer of the stock may be closed for such
periods before and during the payment of dividends and the
holdings of meetings of stockholders, not to exceed thirty
(30) days at any one time, as the Board of Directors may from
time to time determine; and the Corporation shall make no
transfer of stock on its books during such period.
Section 9. The affairs of the Corporation shall be
managed by a Board consisting of not less than three (3) nor
more than fifteen (15) directors, who shall be elected
annually by the stockholders by ballot, to hold office until
their successors are elected and qualified. The number of
persons, within the foregoing limits, to compose the Board of
Directors at any given time shall be fixed by either the
stockholders or by the Board of Directors. The stockholders
at any meeting, by a majority vote of all the outstanding
Common Stock, may remove any director and fill the vacancy.
Vacancies in the Board of Directors or in the offices, except
vacancies in the Board of Directors caused by an increase in
the number of directors, may be filled by the Board at any
meeting. Vacancies in the Board of Directors arising from an
increase in the number of directors shall be filled at the
annual meeting or at a special meeting of stockholders called
for that purpose. The Board of Directors shall have power and
authority to authorize the payment of compensation to the
directors for services to the Corporation, including fees for
attendance at meetings of the Board of Directors, of the
Executive Committee and all other committees, and to
determine the amount of such compensation or fees.
.
The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any action,
suit or proceeding whether civil, criminal, administrative or
investigative (including any action by or in the right of the
Corporation) by reason of the fact that such person is or was
a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer or employee of another business, foreign or nonprofit
Corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments,
fines, settlements, and any other penalty regardless of
statutory characterization, actually and reasonably incurred
by such person in connection with such suit or proceeding if
such person acted in good faith, not contrary to Corporation
instructions or rules, in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct
was unlawful; provided that in case of actions by or in the
right of the Corporation, the indemnity shall be limited to
expenses (including attorneys' fees and amounts paid in
settlement not exceeding, in the judgment of the Board of
Directors, the estimated expense of litigating the action to
conclusion) actually and reasonably incurred in connection
with the defense or settlement of such action; and provided,
further, that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Corporation unless and
only to the extent that the court and the Board of Directors
by a majority vote of a quorum of disinterested directors
shall determine, upon application, that despite the
adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court and the Board of Directors by a majority vote of a
quorum of disinterested directors shall deem proper.
Any indemnification under this Section shall be made by
the Corporation only as authorized in a specific case upon a
determination that the applicable standards of conduct set
out above have been met. Such determination can be made (1)
by the Board of Directors by a majority vote of a quorum of
disinterested directors, or (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs,
by independent legal counsel. The body or person making the
determination may waive the requirement concerning conformity
to Corporation instructions or rules. The other standards may
not be waived. However, any act or omission undertaken in
good faith in response to an order or other enforcement
mechanism of a federal, state or local authority, shall be
construed to be in the best interest of the Corporation in
conformity to corporate instructions and rules. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was unlawful.
Expenses incurred in defending such an action, suit or
proceeding, may be paid by the Corporation in advance of the
final disposition thereof if authorized by the Board of
Directors in the manner provided immediately above, upon
receipt of an undertaking by or on behalf of the director,
officer or employee to repay such amount, unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Corporation as authorized in this Section.
The indemnification provided above shall not be deemed
exclusive of any other rights to which the person indemnified
may be entitled under any by-law, agreement, authorization of
shareholders or disinterested directors, or otherwise, and
shall continue as to a person who has ceased to be a
director, officer or employee, and shall inure to the benefit
of such person's legal representatives.
Section 10. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon
call of the President or a Vice President or any two
directors. Meetings of the Board of Directors may be held by
means of telephone conference calls, in which connection (a)
the directors may participate in and hold such a meeting by
means of conference telephone or similar communications
equipment provided that all persons participating in the
meeting can hear and communicate with each other, and (b)
participation in such a meeting shall constitute presence in
person at such meeting except where such participation is for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully
called or convened. The Secretary or officer performing his
duties shall give reasonable notice (which need not exceed
two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the
annual election, and notice need not be given of regular
meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all
directors are present or if those not present waive notice
either before or after the meeting. Notice by mailing or
telegraph to the usual business or residence address of the
director shall be sufficient. Five (5) members of the Board
shall constitute a quorum.
Section 11. The Board of Directors shall designate one
of its members as Chairman of the Board. The position of
Chairman of the Board is not an officer position; therefore,
the Chairman of the Board need not be an officer of the
Corporation.
Section 12 a) The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Louisiana, individuals may occupy more than one
office.
b) President. The President shall perform duties
incident to the office of a president of a corporation and
such other duties as from time to time may be assigned to him
by the Board of Directors, by the Executive Committee or, if
the Board has elected a Chief Executive Officer and if the
Chief Executive Officer is not the President, by the Chief
Executive Officer.
c) Vice Presidents. Each Vice President shall have such
powers and shall perform such duties as from time to time may
be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated
to him by the President or the Chief Executive Officer.
d) Secretary. The Secretary shall keep the minutes of
all meetings of the stockholders and of the Board of
Directors in books provided for the purpose; shall see that
all notices are duly given in accordance with the provisions
of law and these bylaws; shall be custodian of the records
and of the corporate seal of the Corporation; shall see that
the corporate seal is affixed to all documents the execution
of which under the seal is duly authorized, and when the seal
is so affixed he may attest the same; may sign, with the
Chairman of the Board, a Vice Chairman, the President or a
Vice President, certificates of stock of the Corporation;
and, in general, shall perform all duties incident to the
office of a secretary of a corporation, and such other duties
as from time to time may be assigned to the Secretary by the
Chief Executive Officer, the Chairman of the Board, a Vice
Chairman, the President, the Board of Directors or the
Executive Committee. The Secretary shall also keep, or cause
to be kept, a stock book, containing the name, alphabetically
arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of
shares held by them respectively, and the time when they
respectively became the owners thereof.
e) Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all moneys
or other valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be selected
by the Board of Directors. The Treasurer may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, the
President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and
such other duties as from time to time may be assigned to him
by the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.
f) Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other officers as it may deem desirable. Each such officer
shall hold office for such period, have such authority and
perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove such officers and to prescribe
the powers and duties thereof.
g) Vacancies; Absences. Any vacancy in any of the above
offices may be filled for the unexpired portion of the term
by the Board of Directors at any regular or special meeting.
Except when the law requires the act of a particular officer,
the Board of Directors or the Executive Committee, whenever
necessary, may, in the absence of any officer, designate any
other officer or properly qualified employee, to perform the
duties of the one absent for the time being, and such
designated officer or employee shall have, when so acting,
all the powers herein given to such absent officer.
Section 13. Any officer may resign at any time by
giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, a Vice Chairman, the
President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon written
receipt thereof by the Board of Directors or by such officer.
Section 14. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, appoint
an Executive Committee of not less than two or more than four
members, to serve at the pleasure of the Board of Directors.
Such Committee shall have and may exercise all the powers of
the Board of Directors during the intervals between its
meetings, which may be lawfully delegated, subject to such
limitations which may be provided by resolution of the Board
of Directors.
Section 15. The Board of Directors is authorized to
select such depositaries as they shall deem proper for the
funds of the Corporation. All checks and drafts against such
deposited funds shall be signed and countersigned by officers
or persons to be specified by the Board of Directors or the
Executive Committee.
Section 16. The corporate seal of the Corporation shall
be in such form as the Board of Directors shall prescribe.
Section 17. Either the Board of Directors or the
stockholders may alter or amend these By-Laws at any meeting
duly held as above provided, the notice of which includes
notice of the proposed amendment.